Corporate Governance and Board Legal Duties for Company Secretaries Training Course

Course overview

Company secretaries are expected to turn board decisions, statutory obligations and governance principles into reliable processes that protect the company and its directors. This requires more than preparing agendas and minutes: it demands a working command of directors’ duties, delegated authority, conflicts management, meeting validity, disclosure obligations and the evidence trail needed when decisions are challenged. This course helps participants identify where governance administration creates legal exposure and how to design practical controls before a breach, dispute, regulatory enquiry or shareholder issue arises.

Across five days, participants examine the legal and governance framework surrounding the board, with particular attention to the Companies Act 2006, the UK Corporate Governance Code, board authorities and company secretarial records. They practise reviewing constitutional documents, preparing compliant board papers, recording decisions and dissent, managing conflicts of interest, maintaining statutory registers, and planning filings and disclosures. Participants also learn how to distinguish matters reserved for the board from delegated management decisions, advise chairs on meeting procedure, and escalate legal or governance concerns appropriately.

Delivery combines instructor-led legal analysis with realistic boardroom scenarios, document reviews and workshops using governance templates. Participants work through a simulated board cycle, from annual governance calendar and agenda planning through to minutes, action tracking and post-meeting filings. They leave with a practical Board Governance and Legal Duties Action Pack: a tailored governance calendar, board-paper checklist, conflicts register template, minutes quality checklist, delegated-authority review tool and 90-day implementation plan.

The programme suits company secretaries and governance professionals working in private, listed, regulated or group companies who need to apply legal duties confidently in day-to-day board support work.

Course objectives

By the end of this course, participants will be able to:

• Interpret directors’ statutory duties under the Companies Act 2006 and identify the company secretarial evidence that supports compliance
• Map board-reserved matters, delegated authorities and approval thresholds into a workable governance matrix
• Prepare board agendas and papers using a legal-risk checklist covering authority, conflicts, disclosures and decision requirements
• Draft board minutes that record rationale, challenge, declarations of interest, dissent and formally approved resolutions
• Operate a conflicts-of-interest process using declarations, registers, recusals and meeting-minute controls
• Review articles of association, shareholder agreements and terms of reference to test meeting and decision validity
• Maintain a statutory compliance calendar covering registers, Companies House filings, annual approvals and disclosure deadlines
• Produce a 90-day board governance improvement plan based on a structured legal and procedural gap assessment

Benefits of attending

Target competencies

Who should attend

• Company Secretaries — who advise the board and must ensure decisions, records and filings withstand scrutiny
• Assistant Company Secretaries — who prepare board materials, maintain registers and coordinate governance actions
• Governance Managers — who design board processes, policies and assurance reporting across the organisation
• General Counsel and Legal Counsel — who support directors on duties, conflicts, approvals and corporate records
• Board Administrators — who need to understand the legal significance of agendas, attendance, resolutions and minutes
• Compliance Officers — who monitor governance controls and need clear escalation routes for board-level issues

Requirements and prerequisites

This is a foundation-to-intermediate programme. Participants should be comfortable reading formal business documents such as board agendas, minutes, policies and organisational charts, and should have a basic awareness of how a board and executive management team operate. Familiarity with company secretarial work, legal compliance or governance administration is useful but not essential. Participants do not need a law degree, prior experience advising directors, or access to a board portal. The course explains legal concepts in practical terms, but complete beginners should expect to spend time becoming familiar with core company-law vocabulary and board documentation.

Training methodology

The instructor uses short legal briefings to establish each rule, then moves participants into document-based application. Delegates review sample articles, board papers, conflicts declarations, delegated-authority schedules and minutes to identify defects and recommend corrections. Small-group case work recreates a board meeting involving a conflicted director, an urgent transaction and incomplete papers; groups prepare the advice, resolution wording and minute extract. Daily feedback links the exercise to workplace practice, and the final session converts findings from a governance gap review into a prioritised 90-day action plan.

Course outline

Day 1: Board governance foundations and directors’ legal duties

• Corporate governance purpose, accountability and the company secretary’s advisory role
• Companies Act 2006 framework for directors’ duties and company decision-making
• Section 172 decision factors and evidencing regard to stakeholders
• Fiduciary duties, skill and care, conflicts and consequences of breach
• Board, shareholder and executive-management authority boundaries
• UK Corporate Governance Code principles and proportional application
• Governance calendars, terms of reference and annual board workplans

Workshop: Participants map a fictional company’s governance structure and produce a board-versus-management responsibility chart.

Day 2: Constitution, authority and valid board decisions

• Reading articles of association for quorum, notice, voting and written-resolution rules
• Shareholder agreements and reserved-matter provisions
• Board terms of reference and committee mandates
• Delegated authorities, financial limits and approval matrices
• Meeting notice, circulation requirements and late-paper protocols
• Quorum, participation, voting and virtual-meeting validity
• Resolution drafting for appointments, contracts, dividends and transactions

Workshop: Participants audit a delegated-authority matrix against sample articles and draft corrected approval routes for three proposed transactions.

Day 3: Board papers, meetings and legally robust minutes

• Board-paper design: decision sought, recommendation, authority and risk analysis
• Agenda sequencing and forward-planning for effective director challenge
• Chair briefings and company secretary meeting-readiness checks
• Recording attendance, apologies, declarations and recusals
• Minute-writing methods for rationale, challenge, decisions and actions
• Capturing dissent, abstentions and confidential legal advice appropriately
• Action logs, approval trackers and post-meeting document control

Workshop: Using a simulated acquisition board pack, participants prepare an agenda, chair’s procedural note and legally robust minute extract.

Day 4: Conflicts, disclosures and statutory compliance

• Direct and indirect interests under the Companies Act 2006
• Conflicts authorisation, declarations, recusals and standing agenda items
• Related-party transactions and connected-person risk indicators
• Registers of directors, secretaries, members, PSCs and charges
• Companies House filing events and deadline-control methods
• Annual report, governance statement and market-disclosure considerations
• Document retention, board-record security and audit trails

Workshop: Participants build a conflicts register and statutory compliance calendar from a set of director appointments, transactions and ownership changes.

Day 5: Governance assurance and workplace implementation

• Board effectiveness reviews and governance health-check criteria
• Identifying legal, procedural and behavioural governance gaps
• Escalation routes for suspected breaches and non-compliant decisions
• Working with the chair, general counsel, auditors and external advisers
• Governance reporting dashboards for actions, filings and recurring risks
• Remediation planning after a governance failure or regulatory enquiry
• Ninety-day implementation planning and stakeholder communication

Workshop: Participants complete a governance gap assessment and present a prioritised 90-day Board Governance and Legal Duties Action Plan.

Tools & standards covered

UK Corporate Governance Code 2024, Wates Corporate Governance Principles, Diligent Boards, Microsoft Excel

A typical training day

Live online deliveries follow the same structure in the East Africa Time zone, with shorter screen blocks and longer breaks.

What the fee includes

How you can take this course

Certification

Participants who complete the full five days receive the Skillset Development Certificate of Completion, stating the course title, course code, dates and delivery format — suitable for professional-development records and employer reimbursement.

Frequently asked questions